From Here to Machinery Novelization
by Ann29
Summary: A novelization of the episode featuring Professor Torque and the Auto Aviator.
1. part 1

**From Here to Machinery Novelization  
Written by Len Uhley  
part 1**

Disclaimer: _TaleSpin_ and its characters are the property of Disney. No money is being made from this novelization. A few scenes have been added for flow purposes.

Author's note: It's very rare for a cartoon to address serious topics, but _TaleSpin_ did it and did it well. This particular episode dealt with the downside of technological advances, unemployment, business foreclosures, the breakup of family/friends - things that were all part and parcel of the Great Depression. The Movie Tone news scene especially added a touch of reality - 1930s reality, that is. So, without further ado, here is another novelization for your reading enjoyment, fellow Spinners.

_**Louie's  
May 1937  
Friday Afternoon**_

Louie's Place was a nightclub situated on a small, picturesque tropical island just a tankful of gas away from Cape Suzette. The nightclub, a thatch-covered, bamboo building constructed around a one-hundred-year-old wrecked sailing ship, was surrounded by palm trees and thick jungle vegetation. Looming over the nightclub was a scraggy mountain. On top of this mountain was a gigantic red neon sign reading, 'Louie's' that could be seen from miles away.

On this balmy afternoon, Louie's was crowded. A motley crew of freelance pilots were sitting at the bar and sipping fruit drinks as a scruffy canine pilot described his latest run-in with Don Karnage and his gang of air pirates.

"Pirates to the left! Pirates to the right! Guns a-blazin'! Ack-ack-ack-ack-ack!" He mimicked the air pirates' machine guns mounted on their CT-37s.

A small feline pilot toppled off his stool, alarmed, as the dog 'shot' near his head.

The storyteller lightly, playfully smacked the feline across the snout. "Four air pirates at once, and they never touched me! Ha! Ha! Us freelance pilots are the best, huh?" he gloated.

A slate grey panther dressed in a lighter grey flight jacket with the maroon and gold Shere Khan logo on the sleeve smiled with amused derision across the table at his fellow cronies - virtually clones of himself. "Look, citizen, Shere Khan hires only the best pilots. We fly for Khan, therefore, _we're_ the best."

A tall, brown canine with sharp eyes and a pointed nose clad in a panama hat, white shirt, black tie, and tan trench coat sitting at a table caught the proprietor of the establishment, a large brown ape, by his colorful Hawaeen shirt as he passed by.

"Hey, man, easy on the haberdashery!" the ape - Louie Lamont by name - exclaimed, pulling away.

Holding a pencil over his notepad, the canine inquired, "Pardon me, but who are the best pilots - the freelancers or Khan's men?"

Louie chortled as a yellow Conwing L-16 buzzed the thatched roof of Louie's place; its propellers sheered off the tops of a row of nearby trees before coming in for a perfect landing. "There's your answer right there, man. The world's most primo pilot - Baloo. Snow or warm, pirates or storm. That guy can handle anything. Wanna meet him?"

A large grey bear dressed in a yellow button-down shirt and red pilot's cap strutted into the nightclub, brushing himself off. "Hey, Louie, trimmed your hedges for ya on the way in."

"Ha! Ha! Thanks, cousin." Louie and Baloo gave each other high fives.

One of Khan's pilots murmured jealously, "Maybe he should get a job as a gardener."

Slapping his hand down on the bar, Baloo said loudly, "How's 'bout a Mango Fandango for the top dog on the Air Race Wall of Fame?" With a large paw, he gestured to a bulletin board, to which were tacked black-and-white photos of every pilot who had ever come into Louie's. Baloo's smiling picture was at the top of the board.

"Comin' right up, spud. But first let me introduce a new fan to my main man. Allow me to present...uh..." Louie glanced around the nightclub, but the canine stranger was nowhere to be seen. "Well, he was here a second ago."

Outside on the dock, the dog in the trench coat smirked and made a notation in his notepad. "Ha!"

_**Higher for Hire  
The Next Morning**_

The Higher for Hire flight crew was enjoying the luxury of sleeping in on what started out to be a typical Saturday morning. Baloo snored away loudly in his bed. The green window blind fluttered with every intake and exhale of his powerful breaths. Curled up a few feet away in a smaller bed was twelve-year-old Kit Cloudkicker, a brown bear cub. In addition to his white nightshirt, the boy sported a pair of pink earmuffs; they were necessary to muffle the sound of Baloo's deafening snores.

Outside, the sound of twin Superflight 100 engines revving up pierced the lazy morning peacefulness. Frowning, Kit stirred. He sat up in bed, tossing the earmuffs aside. He listened for a second, dazed with sleep; then his brown eyes widened with recognition. "The _Sea Duck_!" he exclaimed.

Baloo was awakened mid-snore. "The _Sea Duck_?"

Both bears peeked out of the window between their beds. The orange-trimmed yellow Conwing L-16 seaplane was taxiing away from the dock, much to the onlookers' surprise.

"Somebody's taking her off!" Kit cried.

"_Planenappers!_" Faster than a speeding bullet, Baloo raced down the stairs - still in his white nightshirt and nightcap - past his boss, Rebecca Cunningham, who was doing paperwork at her desk. "Becky, call the cops!"

"Uh-oh," the petite brown bearess muttered.

Seizing a coil of rope fastened to the dock, Baloo leapt on top of the _Sea Duck's_ fuselage and lassoed the port pontoon, causing the seaplane to veer around and crash into the dock. Baloo swung himself through the cargo hold door and burst into the cockpit, snarling, "Joyride's over, ya dirty...huh?"

Poking above the pilot's seat was a robot's silver metallic head. The head swivelled to face the confused bear, who stood speechless in the doorway. Its opaque bulbous eyes glowed white as it beeped twice.

The brown canine in the trench coat who had been nosing around at Louie's the day before peered around the navigator's seat. His expression was one of pure annoyance. "What do _you_ want?"

Baloo clenched his fists, ready to take on this stranger and his metal friend to protect his 'baby'. "What do _I_ want? Who do you think you..._ow!_" His question was curtailed by Rebecca roughly tweaking his ear.

"Um...can we talk?" The petite bearess dragged her large employee into the cargo hold. With Kit looking on, she informed them, "That is Professor Martin Torque. He has rented the _Sea Duck_ for a large amount of money to test his new invention, the Auto Aviator."

"That overgrown blender's gonna fly my airplane?" Baloo growled.

"No! That overgrown blender's going to fly _my_ airplane," Rebecca snapped. "Now, get back in there and apologize and try to be nice!" She spun on her heel and went back into Higher for Hire.

Baloo mumbled to Kit sarcastically, "Nice is my middle name." Strolling into the cockpit, he said with a forced friendly smile, "Hey, sorry ta bust in on ya like that. Baloo's the name." He held out a paw.

Martin Torque was up to his elbows inside the robot, tightening a loose nut with his wrench. He slammed the top of the Auto Aviator's head down and stared balefully at the big bear.

"So, uh, that's quite a gadget ya got there," Baloo said dubiously.

"This _gadget _represents the future of aviation," the canine said curtly.

Kit frowned at the robot in the pilot's seat, a tin metal man approximately twice his height, muttering sardonically, "Yeah, and I'm the propellor fairy."

"Unlike _ordinary_ pilots the Auto Aviator never deviates from its flight plan. It is the _ultimate_ pilot."

"Ultimate pilot," the Auto Aviator mimicked in its flat, metallic voice.

"It's efficient," Torque proclaimed.

The robot echoed, "Efficient."

"Obedient."

"Obedient," repeated the robot.

"Stupid," Baloo said pointedly.

"Stupid," the robot said.

Baloo grinned. "Hey, I'm startin' ta like this boy." He patted the robot's head and promptly received a nasty shock, which propelled him backwards against the cockpit wall.

"The Auto Aviator's designed to repulse interferences," Torque said coldly. "It must have sensed hostile intent."

Baloo pushed up the sleeves of his nightshirt, growling, "Ooo...I'll show him hostile intent." While Kit helped him to his feet, the pilot got a devious idea. Chuckling half-heartedly, he said, "No hard feelings. Say! Did Becky ever tell you about the alterations I've made on this plane?"

Suspiciously, Torque said, "Such as?"

Baloo gestured to two buttons on the control panel. "For instance, that blue button there. Now, that button's okay, but never, _ever_ touch that red button."

"Blue button okay. Red button bad." The Auto Aviator pressed the blue button, causing the back of the pilot's seat to slam an unsuspecting Martin Torque to the deck.

Snickering, Baloo and Kit exited the plane. "Or was it the red button's good and the blue button's bad?"

Getting to his feet, Torque mumbled, "After this test, we'll see who's clever."

_**Higher for Hire  
Later That Afternoon**_

Baloo and Kit stood on the walkway outside of Higher for Hire's crow's nest, looking out over the Cape Suzette harbor. Kit rested his elbows on the banister. He was peering through a pair of binoculars at the gap between the cliffs.

Nervously pacing, Baloo wrung his hat in his massive hands. He lamented, "They've been gone for hours. My poor baby's probably just a mile-long pile of parts by now."

"Not necessarily. Here she comes!"

Wrenching the binoculars away from the boy, the pilot asked tremulously, "W...with or without wings?"

The _Sea Duck_ came in for a perfect landing. "Wow! That robot _can _fly!" Noticing his Papa Bear's angry expression, Kit amended, "I mean it flies pretty good for a machine."

Furious, the big bear stomped inside.

"Baloo? Wait up!"

The two bears went inside, down the stairs, and out to the dock where the _Sea Duck_ had just landed. Four men of various species equipped with cameras and notepads spilled from a car.

"Reporters?" Kit cried incredulously. "Who called _them_?"

"One guess," mumbled Baloo sullenly.

The reporters were eager to get the scoop on this new aviation invention, so they crowded around the _Sea Duck_, firing off questions as fast as they could.

"Gangway!"

"A mechanical pilot?"

"What's it called?"

Martin Torque smiled as the reporters took picture after picture of the Auto Aviator. Publicity was just what he needed to market his invention. "Okay, I will answer all of your questions. But first let me introduce that ace of the skies - Baloo. Baloo, come on up here."

"_What?_" Baloo gasped, amazed.

"Take a good look, gentlemen," Torque said, addressing the reporters who were furiously scribbling down every word he uttered. "Before you is the best pilot that ever was."

Baloo grinned from ear to ear. "Well, now. When ya put it that way..."

"Over here, ace!"

"Give us a smile!"

"Let's see that profile!"

Striking what he thought was a gallant pose, Baloo grinned foolishly as camera bulbs flashed in his face. He shook his head and blinked furiously to get rid of the spots dancing before his eyes.

"Yes, here they are, together for the last time. The pilot of the past and the pilot of the future - the Auto Aviator." Torque stepped aside so that the reporters would get a full view of his impressive invention.

"Now, wait a minute!" Baloo bellowed, feeling his position as the top dog on the Air Race Wall of Fame was being threatened by a mere machine. "That overgrown waffle iron's no pilot. A real pilot can handle storms an'...an' air pirates an'...an' stuff like that."

With an air of superiority, Torque stated, "My pilot can fly day and night. It never sleeps. Never eats. Never deviates from its flight plan." He contemptuously poked Baloo's nose with his index finger, prompting a scowl from the big bear. "Your kind are like the dinosaurs - decaying, defective, and defunct."

Baloo had no idea what some of those words meant, but he didn't like Torque's patronizing tone. He had had enough of this so-called professor and his robot. The fingers of his right hand convulsively curled into a fist. "Oh, yeah? Well, defunct this!" Drawing back his large fist, Baloo punched Martin Torque in the eye in front of Kit and the reporters.

The reporters, of course, preserved the moment on film.

_**Khan Towers  
That Evening**_

Martin Torque, a cold compress over his swollen black eye, sat in the penthouse office of Shere Khan, the richest man in Usland. The imposing tiger businessman, clad in an impeccable, $16,000 suit, perused an article on the front page of the _Cape Suzette Tribune_ about the Auto Aviator. Along with the article was a picture of Baloo punching the professor. While he waited for Khan to address him, Torque glanced out of the corner of his good eye at the spacious, forbidding office, at the well-tended jungle plants lining both sides of the room, at the large window that overlooked Cape Suzette.

The inventor fidgeted in his seat. He was silently, if not impatiently, waiting for Khan to speak.

"Hm...such a crude individual," Khan purred in his smooth, cultured bass voice. He was chuckling inwardly at the photograph. Even though he thought that Baloo's manners were bourgeois, he had the utmost regard for his piloting abilities. He swivelled his chair to face the professor.

"A mindless menial, Mr. Khan, sir. My tests are complete. My machine is perfect. Should I put you down for, say...a dozen Auto Aviators?"

Folding the newspaper and placing it on his desk, Khan replied dryly, "I haven't said that I'd buy anything. Baloo may be correct. Perhaps your machine can't handle all situations."

Martin Torque started out of his chair in anger. "Are you going to believe that _barnstormer_?"

"Calm yourself, Professor. If there was a test against a real pilot and the Auto Aviator won, I might buy, say, a thousand of your mechanical men."

"A...a thousand?" Torque blinked with astonishment.

Shere Khan checked the ticker tape on his desk. As usual, Khan Industries stocks were skyrocketing. "Think about it."

"But..."

"Good day." Khan turned his back to the professor, signifying that the conversation was closed.

Martin Torque rode down in the glass elevator to the ground floor, pondering his good fortune. If Khan purchased a thousand Auto Aviators then maybe other business tycoons would jump on the bandwagon, and he, Martin Torque, would be very rich. Very rich indeed. However, there was only one obstacle in the shape of a fat bear to overcome.

He sprinted out through the pouring rain to his van. "All right, Mr. Khan, I'll prove the Auto Aviator is a good invention, and in the process I'll destroy Baloo."

The Auto Aviator prototype in the backseat echoed ominously, "Destroy Baloo."

The van roared off through Cape Suzette. Its tires sloshed through a puddle, splashing Baloo's picture featured on the front page of a discarded _Cape Suzette Tribune_ lying on the sidewalk.

_**Higher for Hire  
Sunday Afternoon**_

Rebecca Cunningham scurried around her simply furnished office with a feather duster. There was no rest for the weary or the businesswoman. Sunday or not, she still had to work, because she had scheduled an appointment with a prospective client. This was the only day that said client could meet with her. Because she hoped to have a signed contract in her hands by the end of the afternoon, she had agreed to the meeting. The customer was always right, right?

However, she didn't like the fact that her flight crew was underfoot. If their presence blew the deal, she would strangle them, fire them, and strangle them again - especially Baloo.

Pilot and navigator had no idea what their boss was thinking. With no deliveries to make, Baloo lounged in his favorite red easy chair, one leg slung over the chair's arm, fashioning paper airplanes by the bushel. Nearby, Kit sat cross-legged on the floor, also folding airplanes.

Rebecca dusted the windowsill and the banister. Her voice dripped with sarcasm as she said, "Great, Baloo. Your little stunt played right into Torque's plan."

Baloo flashed his boss a languid, amused smile. In his opinion, Torque deserved what he had got. "Ya mean he wanted a black eye?"

"No, he wanted to get on the front page, and _you_ got him there!" She snatched up a flying airplane and crumpled it in her paw.

The pilot launched two airplanes behind his back. With a self-satisfied smile, Rebecca caught them in a wastepaper basket as they collided mid-air. "You can't let every little thing upset you. You have to stay calm, cool, composed like me."

"Then why are you runnin' around like a chicken with yer feathers in a knot?" Baloo inquired.

Rebecca removed Baloo's brown leather bomber jacket from the newel post and hung it on a hook. "Because I'm expecting a visit from a very important client."

Baloo happened to glance out of the window where Martin Torque was talking to a turkey in a powder blue suit, thick glasses and flaming orange toupee. "Short guy, glasses, bad toupee?"

"Yes," Rebecca said tranquilly, continuing to dust her desk.

"Someone beat ya to him." Baloo chuckled.

"_WHAT?_" Rebecca flew to the window. Panicked to see her client talking to someone else, she raced outside. "Stop touching my client!" she shouted, clutching the turkey around the neck possessively; she knocked off his toupee in the process.

Torque said derisively, "He's my client now." He flashed a signed contract in Rebecca's astounded face.

Kit scooped up the toupee and gently placed it on the turkey's head.

"That's impossible...isn't it?" Rebecca looked at her former client. Her brown eyes begged him to reconsider.

The turkey straightened his bushy toupee. In an asthmatic voice, he averred, "Well...actually Professor Torque convinced me that I need an Auto Aviator. It's...it's much cheaper than your old-fashioned cargo service."

Rebecca became livid. Her calm, cool, composed attitude flew out the window. Everything that she had gone through to impress this turkey in order to acquire his business was going to the birds. All the time she had wasted. Time that she could have been spending with her daughter Molly, whom she never saw enough of. "But we've had phone calls! Meetings! Lunches!" Shaking the turkey by the lapels, she screamed, "I've listened to your frozen okra stories for a solid week!"

Baloo gently took his boss by her slender arm, bodily picked her up, and set her down next to Kit, chuckling, "Easy, Miz Calm-and-Composed." He strode to Martin Torque and his machine. Scowling, he said, "Look, Doc, I'm tired of hearin' about this tin-plated doohickey."

It was the moment Torque had been waiting for. Stealing Higher for Hire's client was just icing on the cake. He was actually enjoying the looks of disappointment and disapproval on the three bears' faces. "Are you _challenging_ my Auto Aviator?"

Baloo rose to the bait. "Well...yeah!"

"Ah! A contest." _The dumb bear bought it hook, line, and sinker, and didn't even know he was caught._ _This will prove it to Mr. Khan. _"Baloo versus the Auto Aviator. The winner will be the world's best pilot."

Pointing to himself, Baloo declared, "And may the best pilot win."

_**Higher for Hire  
Tuesday Morning**_

The city of Cape Suzette was buzzing with excitement over the race between man and machine. Nothing like it had ever been recorded in the annals of aviation history. Rebecca knew this race meant tons of free publicity for Higher for Hire. Consequently, the unpainted wooden building on the harbor's edge was decorated to the hilt. Large blue ribbons festooned either end of the Higher for Hire sign at the end of the dock and bunches of colorful balloons framed a gigantic sign saying: 'Big Race Today'. A crowd of pilots, reporters, and curious onlookers milled around the docks. Even the local radio station, K-CAPE, was present to broadcast the historical event.

"We should have sold hot dogs, Li'l Britches. We coulda made a fortune with this crowd," Baloo remarked to Kit as they watched Wildcat put the finishing touches on a couple of alterations in the _Sea Duck's_ cockpit - objects to help the pilot remain alert on the journey.

"At eight in the morning?" Kit said skeptically.

Baloo grinned. "Anytime's a good time for a hot dog."

"Maybe you should have set the destination, Baloo. Forty hours is a long time to stay awake," Kit said uneasily.

Baloo fondly tousled the boy's hair. "Aw, forty hours is nuthin', kid. I remember one time Louie had a mambo-a-thon. The winner got ten free Krakatoa Specials an' a straw hat."

"A straw hat? I'm not even gonna ask."

"Guess who won?" Baloo cleared his throat and casually jerked a thumb at the huge monstrosity of a hat hanging on the cockpit's wall behind the pilot's seat.

"You." The young navigator flashed a wan smile. He had always wondered where Baloo had picked that thing up and why he had kept it.

The big bear grinned proudly. "You better believe it! Stayed awake for forty-nine hours straight. By the time it was over, I couldn't tell the ground from the sky."

"I wish I could go with you."

"Me, too, kiddo. Sure could use yer navigation know-how, but Torque wants it mano-a-machino. I s'pose it's more fair that way."

Kit was about to say that the whole race didn't seem fair when Rebecca approached them and roughly shoved her pilot towards where K-CAPE was set up in front of Higher for Hire. "Hurry up, Baloo! They're ready for you."

Dog Rather, K-CAPE's prominent radio announcer, began the broadcast. "Good morning, Cape Suzette. I'm Dog Rather, reporting from the scene of the great race between that ace of the skies, Baloo," Baloo puffed out his chest; "and the Auto Aviator, Professor Martin Torque's robotic pilot." Torque smiled smugly. "Yes, it's an exciting day for aviation here in Cape Suzette."

"At Higher for Hire," Rebecca said into the microphone.

Dog Rather shot an askance look at the bearess, who backed away, mumbling, "Well, we _are_ at Higher for Hire."

"In a few minutes, the pilots will take off. Okay, here are the rules." He pointed to the map hung on the wall behind him. "Pilots will fly to Tundra City, pick up the cargo, and return to Cape Suzette. Round trip forty hours. Any questions?"

Martin Torque smirked. He knew it was an impossible task for any human pilot, but not for his robot. It needed no sleep. The Auto Aviator was sure to win.

"Yeah." Baloo snatched up the microphone, causing shrill feedback to echo across the harbor. "Why don't ya start sewin' my name on the winner's sash? That's Baloo with two _oos_."

"Pilots to the starting line," said Dog Rather.

Baloo and the Auto Aviator stood beside the gangplanks leading up to their respective planes on opposite sides of the dock.

"This is gonna be too easy!" Baloo gloated.

"Don't blow this, Baloo, or us freelance pilots will be out of jobs," hissed a canine pilot.

"Ready!" shouted Dog Rather.

"Don't blow this, Baloo, or us Khan pilots will be out of jobs," whispered one of Shere Khan's pilots.

"Get set!" yelled Dog Rather.

"You lose this one, and Higher for Hire's out of business!" Rebecca whispered loudly.

A baffled expression crossed Baloo's face. There was a lot more riding on this race than he had previously thought.

"Go!" screamed Dog Rather, firing a pistol into the air.

As the crowd cheered, Baloo scrambled into the _Sea Duck's_ cockpit.

"Good luck, Baloo!" Kit called from the dock.

"Don't worry, Li'l Britches," Baloo said confidently. "With Papa Bear at the controls, this contest is no contest."

Kit cast a nervous glance over his shoulder at the formidable-looking Auto Aviator in the red airplane. "I sure hope so," he muttered under his breath, crossing his fingers behind his back.

The two planes zoomed off with the _Sea Duck_ in the lead. After they had disappeared between the cliffs, the crowd began to dissipate.

"Quick, Kit, hand these out before they all leave." Rebecca shoved a stack of fliers promoting her business into the boy's hands. "Remember to stress that Higher for Hire has the best pilot in the air."

"But, Miz Cunningham, what if Baloo doesn't win?"

"He _has_ to," she said. She shot a fretful glance at the cliffs. The survival of her business depended upon Baloo's success. "Just pass them out."

Feeling extremely awkward, the boy stood on the dock and handed a flier to every passerby. Most of the fliers, he noticed, were ending up in the trash can or on the ground. One man even spit something into it, crumpled it up, and tossed it over his shoulder.

Kit grimaced. "I'm not picking that one up. Nope." He turned his eyes towards the cliffs and whispered, "Good luck, Papa Bear."

End of part 1


	2. part 2

**From Here to Machinery Novelization  
Written by Len Uhley  
part 2**

_**The Great Race Continues  
Hour One**_

The _Sea Duck_ and the Auto Aviator's red plane made their way towards Tundra City - a frigid country near the Arctic Circle. The Auto Aviator made a beeline towards the country, whereas Baloo, sorely missing his navigator, took a more S-shaped route.

Baloo was very optimistic about the outcome of the race. He knew without a shadow of a doubt that he would win. After all, wasn't he the top dog on the Air Race Wall of Fame?

"Ha! Ha! No sign of that machine anywheres, baby. We musta out shot him by twenty thousand million miles. Never send a machine ta do a bear's job." Tapping his fingers on the steering yoke, Baloo hummed 'I'm Gone'.

_**Hour Five**_

Baloo steered with his feet while wrestling with the map. He turned it this way and that, trying to figure out which way was north.

"Where the heck am I? Sure could use my navigator an' a sandwich right now. A sandwich an' a slice of Louie's pepperoni pizza. Make that two slices with a Krakatoa Special chaser an' a triple thick Mango Shake..."

_**Hour Ten**_

Baloo slouched in the pilot's seat. His eyes glazed over, the big bear mechanically took a sip of Orange Fizzie.

_**Hour Fifteen**_

The sky was pitch black with a million stars. Wearily slumped over the steering yoke, Baloo yawned a gaping yawn that should have dislocated his jawbone. "Shoulda got me some more shut-eye last night." He rolled down the window to let some of the brisk, cold air into the cockpit.

_**Hour Twenty**_

Finally, a grueling twenty hours after departure from Cape Suzette, the _Sea Duck_ skidded to a stop on the icy harbor outside of Tundra City. Baloo literally fell out of the plane headfirst into a snowdrift. "Oh, man, this race is gettin' ta be a drag."

The frigid wind revitalized him for a moment. Standing a little way up the dock was a penguin - frozen as he stood in his stocking cap, scarf, and coat. He held a frozen flag that read,'Yay'. He pointed to two small crates on the dock.

"_Where's the cargo?_" Baloo yelled over the blizzard's howling wind. The snow-covered crates looked like soft, comfortable pillows to the fatigued bear, so he lay down on the ground, resting his head on one. "I s'pose a couple of winks couldn't hurt..."

Just as he was about to doze off, the Auto Aviator's plane landed.

With surge of angry energy, Baloo roused himself. "No! No gadget's gonna beat this bear!" He picked up a crate and pushed past the robot, who was methodically marching up the dock. "One side. Outta my way!"

_**Higher for Hire  
Tuesday  
10:30 PM**_

A warm breeze wafted the smell of the salty sea air towards Kit, who was sitting on the edge of the dock, staring up at the stars. The constellations, as familiar as the back of his hand, comforted the boy. They reminded him that some things remained constant even when the world was in turmoil. The unchanging stars were there no matter where he had been: in the orphanage, on the streets, with the air pirates, or here at Higher for Hire.

The young navigator mentally plotted Baloo's flight path. If all had gone as planned, Baloo should have been over the north Atlantic Ocean. Kit shifted his gaze from the heavens to Rebecca when she sat down beside him.

"What are you still doing up?" the bearess asked softly.

Kit shrugged and flashed her a slight smile. "Just thinking."

Rebecca yawned, then grinned at him. "It's been a long day, hasn't it?"

He nodded. "Mm-hmm."

"Molly's been in bed for hours, and I'm ready to join her. I think I'll even sleep well in that hammock," she chuckled. "How about you?"

"Yeah, in a minute, Miz Cunningham."

Rebecca rose and gave his shoulder a comforting squeeze. "He'll be fine, Kit. If anyone can handle it, it's Baloo. Remember that tomorrow's a school day. Don't stay out too late."

"I won't. Goodnight, Miz Cunningham."

"Goodnight."

Hit with a sudden thought, Kit said, "Uh, Miz Cunningham?"

Rebecca stopped and turned to look at the boy. "Yes?"

"Could I take Thursday off from school?" Kit asked, whipping his baseball cap off; he fiddled with it. "Baloo's supposed to come home Thursday morning and..."

"And you'd like to be here to see him win," Rebecca concluded, smiling. "Well...we'll see, okay, sweetie?"

He returned her smile, instinctively knowing that she would let him have a vacation day. "Okay."

As Kit put his cap on and turned the bill backwards, he watched Rebecca walk back towards Higher for Hire. She and Molly were staying at Higher for Hire to keep him company. Rebecca also wanted to stay near the radio, because she was anxious about the _Sea Duck's_ safety. Kit suspected that she was more concerned about her pilot than about her plane. He had noticed her jump every time the phone rang or when the radio announced something about the great race between man and machine, especially when Baloo had been mentioned.

When she had entered the building, Kit once again gazed up at the stars, basking in the afterglow of Rebecca's 'sweetie' and wondering where his Papa Bear was at that very minute.

_**Hour Twenty-Three  
Wednesday  
Dawn**_

Baloo's head nodded. Try as he might, it was difficult to keep his heavy eyelids open. "Think awake. Alert! Time for Plan 'A'." The big bear pressed a button on the controlpanel.Sevenspeakers emerged from concealed compartments in the cockpit's walls and blasted a deafening trumpet fanfare in his ear.

A minute later, the pilot caught himself drifting off again. "Aw, c'mon, wake up! Time for Plan 'B'"

He pushed the second button. On either side of his face, four flyswatters mounted to wheels dropped from the ceiling. The flyswatters rotated on their wheels and smacked Baloo's cheeks. "Gotta beat the machine." Baloo shook his head. "Gotta beat the machine. Gotta...gotta..._snore_."

Baloo dreamed that the _Sea Duck_ shattered into several parts and that he was falling, falling through the air. He slid down a dark tunnel and onto a conveyer belt. A huge, scary, distorted Martin Torque with glowing red eyes towered over him.

Baloo stuttered, "You're...you're just a dream. You're not real!"

Torque chortled evilly. "_Oh, we're real, all right. You're the one who's been living in a dream!_"

All of a sudden, Torque disappeared and the conveyer belt sped into a gigantic Auto Aviator's mouth. Inside the humongous contraption, Baloo ducked and dodged out of the way of gigantic, pounding pistons. A robotic arm picked him up, encased him in an Auto Aviator shell and slapped a metallic head on, leaving Baloo in all-consuming darkness.

"NO!" With a jolt, Baloo awoke and realized that it was only a dream. He exhaled shakily, brushing the cold sweat from his forehead. "Oh, man, I really thought I was in...TROUBLE!" He banked sharply to the left to narrowly avoid a mountain range.

Baloo took a deep breath and got his bearings. A light on the control panel blinked. With his index finger, he tapped the fuel gauge, which read empty. "Missed the last refueling stop. C'mon, baby, tell Papa Bear you've got a little gas left." The engines sputtered and died. "No, huh?"

Baloo glided the _Sea Duck_ into a small cove tucked between the mountains. He hopped out of the cockpit into the shallow water, a can of reserve fuel in his hand. He took inventory of the Conwing L-16's injuries. "Huh. Not bad. One bent pontoon strut. One dent in the fuselage."

The Auto Aviator's red airplane soared overhead.

"Oh, man. And one busted career."

Baloo emptied three cans of AVGAS into the tank - enough to get him to the next refueling stop - and dejectedly climbed into the cockpit. Starting the engines, he mumbled, "Well, baby, guess this ol' bear's heyday is gone. Solid gone."

_**Higher for Hire  
Thursday  
1:30 PM**_

It was a gloomy, overcast day. At the moment, that's just how Kit was feeling. The boy, glad that Rebecca had let him take a day off from school, sat on the walkway outside of the crow's nest. He straddled a railing post; his legs dangled over the ledge. His eyes were fixed on the gap between the mammoth cliffs. Not even the sight of the numerous airplanes and zeppelins and ships passing through the cliffs could interest him. His thoughts were consumed by a yellow Conwing L-16 and its pilot.

The reporters, et. al had left after the Auto Aviator's triumphant return several hours ago. Martin Torque had gotten his publicity. Everyone wanted to shake the inventor's hand, get his autograph and his picture, and get the robot's picture. But no one seemed to care about Kit's beloved Papa Bear. Despite a few snide comments about Baloo's big head that matched his big belly, no one mentioned him. Not one single person seemed worried that he hadn't come back. Not even the other pilots, supposedly Baloo's friends, were sympathetic. Freelancers and Khan's pilots alike had growled and grumbled over the inevitable loss of their jobs. They all placed the blame solely upon Baloo.

Kit had hated them for being hypocritical. Why, any one of them could have lost the race against the robot! He wanted to tell them all to stuff it in their windsocks. Instead, he had climbed to the crow's nest and glared down at them, pondering whether he should 'accidentally' drop spit balls on their heads.

Discouraged, Kit stood up and went inside. He walked down the two flights of stairs to the office. Rebecca was on the phone. On the way past her desk, he listened to her half of the conversation.

"Yes, I know what the papers and the radio say, but...Yes, that's true...I'm sure we can work something out. We'll fly your cargo for half price. A third of the price? No! Wait! Please don't..." Rebecca frowned at the dial tone, "hang up."

"Another one, Miz Cunningham?" Kit asked. He plopped in the easy chair and picked up his model of the _Sea Duck_. He absently twirled the propeller with his finger.

Expelling a weary sigh, Rebecca crossed out an entry in her delivery scheduling notebook. "Unfortunately. That's the fifth client who's cancelled in the past two hours. At this rate we won't have any left." To cover her apprehensions, she chirped brightly, "But don't you worry about it, Kit. I'm sure this Auto Aviator is just a passing fad. Next week Higher for Hire will be back and better than ever."

"Sure," Kit murmured cynically.

"Any sign of him?" Rebecca said, going over to sit on the arm of the chair.

"No, Miz Cunningham, and he should have been back hours ago!"

"I know," Rebecca murmured, concern in her voice. She pondered how she could comfort this boy, who seemed so lost and forlorn without his Papa Bear. It looked as if he could use a hug right about then, so she pulled Kit into her arms and held him close. "Where in the world could Baloo be?"

At the sound of a familiar engine, Kit gently untangled himself from Rebecca and jumped off the chair. "Here! Baloo's home! It's the _Sea Duck_!"

Both brown bears hurried outside in time to see the seaplane land and taxi up to the dock. Baloo banged open the door, which fell off its hinges to the dock with a clatter.

Grinning, Kit ran to his Papa Bear with outstretched arms, but stopped in his tracks when Baloo muttered dismally, "No, don't say anything."

Rebecca's and Kit's smiles of relief faded to open-mouthed shock as they watched Baloo - head hanging down - shuffle up the dock.

_**Downtown Cape Suzette  
Friday Afternoon**_

On the sidewalk outside of the Cape Suzette movie theater, a newsboy waved the latest edition of the _Cape Suzette Tribune_, shouting, "Extra! Extra! Read all about it! Robot wins race! New-age jobs for aviation!"

Inside the theater, people munched on popcorn, slurped soda, and watched the Movie Toon Newsreel before the matinee. Threatening to render the audience deaf, the announcer boomed, "Today the aviation world is in a tailspin as Shere Khan signs a contract with Professor Martin Torque," the black and white Torque on screen grinned wildly as his eyes goggled at the pile of cash; "buying exclusive rights to the Professor's invention, the Auto Aviator."

The movie flashed to one of Khan's factories assembling the robots on an assembly line. "Khan Industries are working around the clock." A scene showing a fleet of Khan's planes soaring overhead, all piloted by Auto Aviators. "Cheap and efficient, these amazing robots have taken over the skies." The movie pictured a man nailing a 'closed' sign on a air cargo company's door. Another shipping office with an 'out of business' sign. " The city's other shipping companies are grounded, and their pilots are out of work, left without a wing or a prayer." The clip finished with a shot of pilots holding bowls, standing in a soup line.

Baloo, in living color, trudged past the soup line consisting of his former pilot buddies. Now, they all glared at the bear who had cost them their jobs.

_**Louie's  
Saturday Afternoon**_

The atmosphere was no happier at Louie's. The depressed freelance pilots morosely sat at the bar. All were hunched over their fruit drinks and sundaes in silence. No one said a word as Louie replaced Baloo's photograph on the Air Race Wall of Fame with the Auto Aviator's.

_**Higher for Hire  
A Week Later**_

In the dark office, Baloo sat, slumped, in the maroon armchair. His bleary eyes were fixed on the opposite wall. During the past week, if he hadn't aimlessly wandered the streets of Cape Suzette, he had been either sitting here or lying in bed. He didn't feel like doing anything, not even flying. In fact, the only thing he felt was numb. The image of the Auto Aviator's red airplane soaring overhead played itself over and over in his mind like a recurring bad dream.

Baloo wished with all his heart that this past week had been a bad dream, and that he would wake up to find things back to the way they were. His pilot pals not sore at him. Higher for Hire profitable. He and Kit taking off on a cargo run together in the _Sea Duck_ with Rebecca and Molly and Wildcat waving from the dock.

But, as the dream Torque had said, he had been living in a dream and now that wonderful dream was over. In this horrible reality, the machines had taken over. Baloo pounded his fist against the chair's arm. If only he hadn't lost that race! This entire mess was his fault. His fault and his fault alone, and there was nothing that he could do about it. And Baloo hated feeling helpless.

Kit popped his head out of the kitchen, from which emanated the delectable aroma of fried chicken. With a sad sigh, the boy asked, "Baloo, what are you doing sitting in the dark?"

"It's dark?" the big bear mumbled, looking around dazedly. "Guess it is."

Kit flipped on the desk lamp. "Dinner's ready."

"You go ahead, kid. I'm not hungry." Baloo wearily rubbed his eyes with his palm.

The young navigator's jaw dropped. The Baloo he knew would never have turned down dinner. Eating was his third favorite sport behind flying and napping. "I made fried chicken. Your favorite."

Baloo grunted, yet remained in his seat.

"C'mon, Papa Bear, you have to eat something." Kit took Baloo's paw and dragged him into the kitchen.

Baloo dropped into a straight-backed chair. "Kit, we gotta get outta here. Outta Cape Suzette."

"But...but...where will we go?" Kit asked softly, passing Baloo a plate containing two pieces of chicken along with a steaming hot baked potato, carrots, and a buttered piece of bread.

Baloo glanced at the delicious food on his plate, but pushed it away. Not even eating could cheer him up. "Don't care. Far away from here as possible. Somewhere where no one's heard of stupid ol' Baloo, the pilot who was dumb enough ta lose a race to a gear-headed gizmo. I was thinkin' somewheres like Anaesthesia. Good place out in the middle of nowhere for forgettin' who ya are."

Kit nodded slowly as he bit into a chicken leg. The thought of leaving home made him lose his appetite. He mechanically chewed and swallowed. Then, he asked a question that he didn't want to ask. "Will we have to leave the _Sea Duck_ here?"

After a long while, Baloo said quietly, "'Fraid so, kiddo. Becky's got the pink slip. Don't matter, I guess. A rotten pilot like me's got no business flyin' anyways." He pushed his chair back, scraping the legs on the wooden floor. "I'm goin' ta bed. G'night, Li'l Britches."

"Goodnight, Papa Bear." Kit watched the big bear leave the kitchen, then glanced at Baloo's untouched plate. His appetite gone, he stood and began cleaning up.

_**The Cunninghams' Apartment**_

Clad in a white nightgown dotted with pink rosebuds, Rebecca Cunningham stared without seeing at the open ledger on her desk in her living room. At the moment, she felt drained. Drained and stressed and guilty. Business had dropped off markedly since Baloo had lost the race with the Auto Aviator.

She wasn't mad at her pilot. She didn't blame him. He had tried his best and failed, that was all. Everyone failed sooner or later, including herself. After five months of building Higher for Hire into a profitable business, she had failed. For five hectic, yet exhilarating months, she had battled competitors, plane breakdowns, stupid shipping clerks, lost cargos, etc. She had clawed her way up the ladder of the air cargo game, but was stopped short by a machine - a wall that she couldn't get around or climb over. In fact - she reminded herself for the thousandth time - if she hadn't rented the _Sea Duck_ to Martin Torque, none of this would have happened. Technically, all of this mess was_ her_ fault.

The petite brown bearess snapped out of her downhearted trance, yawned, passed a hand over her bedraggled hair, and headed to the kitchen for a cup of coffee. Even if she had wanted to, she couldn't have slept. She had to figure out a way to keep from getting further into debt. With no money coming in, it was impossible to make payments. Higher for Hire hadn't exactly been swimming in black ink before the whole Auto Aviator affair, and there seemed no viable solution to make money. Shere Khan - and the Auto Aviators - held the monopoly on Cape Suzette's air cargo business.

She gulped down the rest of her lukewarm coffee and rinsed her cup in the sink. She then crossed the apartment to Molly's room, opened the door and tiptoed in. The little yellow six-year-old cub was curled up in her bed, clutching her favorite doll, fast asleep. With a sad smile, Rebecca pulled the coverlet over Molly's shoulders and tenderly touched her cheek. If nothing else, she had to be strong for her daughter's sake.

Rebecca closed Molly's bedroom door quietly, then mechanically made her way to the living room couch where she sat down and stared at the waterfall rushing by the window. There was only one way out, loath as she was to admit it - close Higher for Hire and sell the _Sea Duck_ to pay off the remaining debts. First thing in the morning she would have to call a broker.

Having to declare failure after only five months of being in business rankled. But she had more pressing problems to face. What was she going to do now? She didn't have enough money to start another business, and it was difficult, to say the least, for a woman to find a job in the male-dominated business world. Rebecca shuddered at the thought of being demoted to a mere secretary. After all, she had a MBA and managerial experience. But that's probably what she would have to take. She couldn't afford to be too choosy. She had Molly's welfare to think of.

But first things first. How would she ever tell Baloo that she was forced to sell his 'baby'? He loved that plane almost as much as Kit. And losing the plane was only the tip of the iceberg. With the closure of Higher for Hire, the staff that had become her extended family would be split up. In a flash, she realized how much she had come to depend on them, and not just as a flight crew. Would she ever see Baloo, Kit, and Wildcat again? What would she do without their support...or just without _them?_ She quickly pushed the thought of losing her best friends out of her mind. It hurt too much to think of it.

Rebecca flipped off the lamp and laid down, burying her face in a pillow. A few tears squeezed out from beneath her closed eyelids and trickled down her cheeks. The bearess lay there for a long time, sobbing bitterly, feeling that her life was spiraling out of control. She hated feeling helpless. She was finally lulled into a fitful sleep by the soothing murmur of the waterfall outside her window.

_**Meanwhile at Pirate Island**_

The pirate captain Don Karnage and his small band of air pirates were reposing in the large cave. Karnage, a brown wolf dressed in a blue coat, was reading a pilfered copy of the _Cape Suzette Tribune_ by torchlight. He got a fiendish idea, noting that all of Cape Suzette's cargo was now being hauled in planes piloted by machines. It was going to make it too easy to pilfer and plunder.

"I love this doodad!" he laughed, brandishing his sword. "A mechanical pilot. It flies here. It flies there. And always in the straight line. They call it the modern-day miracle. Well, my blundering protegees, I call it the sitting duck!"

End of part 2


	3. part 3

**From Here To Machinery Novelization  
Written by Len Uhley  
part 3**

_**Higher for Hire  
The Following Afternoon**_

Rebecca halfheartedly perused the ledger in which all the assets and debits were recorded. The debts far surpassed the assets, but that would change after she sold the _Sea Duck_.

Her flight crew had taken the news of Higher for Hire's closing extremely well, Rebecca thought. Wildcat had simply nodded solemnly whereas Kit had stared at his feet and blinked furiously. Baloo had snapped out of his depressed stupor long enough to say, "Kit and me was plannin' on takin' off anyways, Becky."

That information had stunned her. She had never thought that Baloo and Kit would leave Cape Suzette. With that in mind, she hadn't had the heart to inform them that she was selling the _Sea Duck_. There didn't seem to be a nice way to soften the blow, so she hadn't brought it up.

The bearess jumped slightly when the telephone rang. She stared at it, knowing that it was a bill collector or the bank. It rang and rang and rang. Finally, she answered it.

In their bedroom upstairs, Baloo and Kit were stuffing everything that they owned into a duffel bag and a worn brown suitcase. Kit, glancing sadly around the room, still didn't know for certain where they were going. He knew that wherever it was, it wouldn't be half as wonderful as this place.

"Well, I guess that does it." Baloo shoved his nightshirt into his bulging beige duffel bag and slung it across his shoulder.

After one last look around the room, Kit picked up the heavy suitcase and struggled with it down the stairs. Baloo followed.

Rebecca said into the phone, "Yes, I know what I owe you. I just can't pay. Business is slow for everyone...What? Same to you, buddy!" She slammed the receiver down and shot a weak smile at Baloo and Kit, who were descending the stairs. "Um...wrong number."

At that moment, an extremely agitated Molly ran into Higher for Hire as fast as her little legs could carry her. "Mommy, Wildcat's telling fibs! He's says we're gonna close. He says Baloo's going away." The little girl looked up at the big bear for reassurance, imploring him with her eyes to say that the mechanic wasn't telling the truth.

Sorrowfully, Baloo sighed. "Wildcat's not tellin' fibs, doll."

Tears of anguish filled Molly's big brown eyes, causing Baloo's heart to plummet to his knees.

"_No!_" Molly shouted petulantly, pummeling Baloo's stomach angrily with her small fists. "You can't go! I won't let you!" Overwhelmed with emotion, she began to cry. Too many bad things were happening at once, and it wasn't fair. "I won't let you!"

Setting the duffel bag down, Baloo knelt and embraced the little girl.

"Molly, try to understand. I can't compete with Khan's robots," Rebecca said softly, meeting Baloo's sad eyes over Molly's head.

Her sobs quieting, Molly sniffled and swiped the back of her paw across her eyes. "Are...are we gonna be p...poor?"

"Of course not," Rebecca cooed soothingly, gathering her daughter in her arms. "A broker's coming over to help us. He's...going to buy the _Sea Duck_."

"_What?_" Kit exclaimed, dropping his suitcase.

Baloo's face registered shock, then grim resignation. "Let it go, Li'l Britches. Let it go." Collecting his duffel bag and Kit's suitcase, he walked out of Higher for Hire and closed the door behind him.

Kit stormed over to Rebecca. He glowered at her, thinking, _How dare she sell that plane? Doesn't she know the _Sea Duck_ is Baloo's whole life, that flying means everything to him?_ Reproachfully, he cried, "You could have warned him! Given him a chance to say goodbye!"

"I wanted to. It's just..." Rebecca sighed. She put Molly down and sat on the steps, glumly resting her chin on her hands. "I wish I'd never rented the _Sea Duck_ to that lousy inventor."

The crunching of tires on the flagstone pavement outside and a car door slamming announced the arrival of someone.

Rebecca peeked outside. "Oh, great. The broker."

Molly clambered onto a crate underneath the window to see out. She was curious as to what a broker looked like. It had to be a scary man if he 'broke up' families.

Rebecca made a snap decision. "Here! Catch!" Reaching into her cardigan pocket, she pulled out a pair of keys and tossed them to Kit.

The boy stared incredulously at the keys in his palm. "The keys to the _Sea Duck_? Wh...what are these for?"

"For Baloo. Tell him to take the plane for a spin. Tell him to go fishing. Just tell him to _hurry!_" Rebecca said before she opened the door.

Kit smiled a little. She _did _know how much the _Sea Duck_ meant to his Papa Bear. Determined, the boy pushed the warehouse door open and ran outside to intercept Baloo before he got into the cab.

While Baloo and Kit made their getaway, Rebecca stalled the broker. "Why, hello," she said the smooth, pleasant voice that she reserved for her most fractious clients. "We meant to call. We had to get the _Sea Duck_ one last..."

_**Aboard Shere Khan's Private Plane**_

The sleek silver and maroon airplane, the latest word in aircraft, soared over Tucker Forest in the deepening twilight. The Auto Aviator was piloting as Shere Khan and Martin Torque made their way to Pazuza for a conference showcasing the newest, most popular aviator in the Uslandian skies.

Martin Torque poured a mixed orange fruit drink into two crystal glasses and handed one to Khan. "A toast to the Auto Aviator, the greatest invention in history."

"Indeed," the shrewd businessman agreed. A slight self-satisfied smile crossed his tiger features. The Auto Aviator was making him a fortune.

Torque's smug smile turned to fear when Don Karnage's voice thundered over the radio.

"Hello, robot person. This is Don Karnage. My bloodthirsty horde and I are on an intercept course with you. We will be shooting you and looting you in precisely...ten minutes. Felicitations," the pirate captain said. He adjusted his goggles over his eyes. "Boy," he chuckled, "I am one scary guy."

Coolly, Khan suggested, "Professor, you may instruct your robot to change course and evade the air pirates."

Martin Torque strolled to the cockpit. "Turn right. Set course one-four-zero."

"Deviation from flight plan in unacceptable."

Amazed that his invention would dare to defy him, Torque dropped his drink. The glass shattered on the floor, spilling sticky liquid all over. "This is your inventor speaking. Turn right!"

The robot reiterated in its aggravating, unchanging metal voice, "Deviation from flight plan is unacceptable."

When Torque grabbed the steering yoke, he was shocked by the robot's built-in resistance interference feature. He flew backwards into the cargo hold and landed in a crumpled, moaning ball at Shere Khan's feet.

"Problems, Professor?" Khan sneered with a lift of his eyebrows.

"I...I hadn't expected to deal with pirates," the inventor stuttered, clambering to his feet.

"A perfect pilot can handle any situation. _You_ told me your tin men _were_ perfect."

"What should we do?" Torque stammered. He didn't like the hard gleam in the tiger's eyes.

"I suggest you call for help." Khan flicked out his razor sharp claws and regarded them menacingly.

_**Meanwhile at Veronica Lake**_

In hopes of cheering Baloo up, Kit had suggested that they head for the best place for fly-fishing around Cape Suzette - Veronica Lake. It was close to Cape Suzette, yet secluded.

Baloo rummaged around in the cargo hold for his fishing poles and tackle box. Opening the back hatch, he sat down on the edge of the rear cargo hold door with a sigh.

A clap of thunder announced that a summer thunderstorm had arrived. Baloo looked up as a big droplet of warm rain plopped on his head. "Great. What else can go wrong today?"

Wildcat interjected, "Well...they could stop making Choco Thrillers. That would be really bad, or..."

Kit frowned at the mechanic. "That was a hypothetical question, Wildcat."

"A what kind of question?" Wildcat asked, fastening an old boot on the end of his fishing line.

"Never mind." The boy shook his head, sat down beside Baloo, and cast his peanut butter covered bait into the water.

"Why do you guys hang out with a loser like me?" Baloo moaned. Not even fishing, one of his favorite hobbies, could cheer him up.

In a convincing, cheerful tone, Kit answered, "Because we like being with you. Well, you're our buddy. You're the _best_."

"Besides we got nothing else to do," Wildcat added, reeling in his line. He was a little disappointed, because nothing had jumped into the boot yet.

Kit shot the mechanic a dirty look.

"Oh...sorry," Wildcat mumbled contritely.

Over the radio, Martin Torque screamed hysterically, "This is Shere Khan's plane calling! _HELP!_"

"Oh, sit down." Khan flung Torque across the cargo hold onto a red plush sofa. He spoke into the radio, "Whoever's listening, this is Shere Khan. In mere moments we will be attacked by pirates near Mount Huzika. Your assistance will be handsomely rewarded."

Back at the _Sea Duck_, Kit retrieved the map from the cockpit and spread it out on the cargo hold's deck. "That's just north of here. Baloo, shouldn't we do something?"

"No, thank you. Let Torque's wonder widget save their hides." The big bear remained stolidly sitting on the end of the cargo hold door. No way would he rescue that namby-pamby inventor and his lousy invention. Not after what they did to him.

Kit thought a little reverse psychology was in order. "Pity. Those pirates will tear 'em to ribbons. Slice 'em to smithereens." Glaring at Wildcat, he elbowed the mechanic in the stomach.

Wildcat chimed in, "Yeah. Cut them into itty-bitty, teeny-weeney, little tiny-winy..."

"Of course a _real pilot_ could save them." Kit stroked his chin thoughtfully. "Now, where could we find a...?"

"All right. I get the message," Baloo said, getting to his feet and heading for the cockpit. "C'mon, we're flyin'."

_**The Sea Duck**_

"There they are, Baloo," Kit said a few moments later. He pointed to a plane that was cruising below them.

Baloo matched the _Sea Duck's_ speed to that of Khan's plane, and then he and Wildcat switched places, allowing the mechanic to take over the controls.

"Once I get aboard, get her outta here, got it?" Baloo said.

Wildcat saluted. "Got it."

On board Khan's plane, Torque was trying everything he could think of to get the Auto Aviator to change direction. "This is your inventor speaking. Take evasive...aaaaah!" Once again, he was shocked and flew backwards into the cargo hold, only to land at Khan's feet.

"I am losing patience, _Professor_," Khan reminded him icily.

Torque moaned and held a hand to his aching head. "Oooohhh..."

Meanwhile, Baloo hooked a rope ladder to the _Sea Duck's_ starboard cargo hold door. "Time ta show Khanny an' Karny who's the real ace of the skies."

Kit gave him a thumbs up with a "Roger that." He was glad to see that the spark had returned to Baloo's eyes.

Baloo disappeared down the swaying ladder. Clinging to the rope rungs for dear life, he flinched against the strong wind blowing in his face. When he reached Khan's plane, he pounded on the cargo hold door.

"Pirates! We're doomed!" the professor shrieked, throwing himself against the cargo hold door.

The door banged open, wedging Torque between it and the wall. Baloo stepped inside with a jaunty, "Hiya, boys. How's it goin'?"

Shere Khan was to see Baloo relieved even though his face didn't show it. "Ah, Baloo. We've hit a bit of a snag with the Professor's contraption."

Meanwhile, the pirates got into a V-shaped formation behind Shere Khan's plane.

In his tri-wing CT-37, Karnage gloated, "This is like taking candy from a sitting baby duck off a log."

Warning shots from the air pirates' machine guns ricocheted through the cabin and the cargo hold, shattering the glass Khan held in his hand. Unfazed, the businessman calmly brushed the broken glass off of himself.

"Got a bottle of soda pop?" Baloo inquired.

"In the refrigerator under the bar."

Baloo opened the refrigerator door. It was fully stocked. "Hey, nice setup ya got here, Khan. I been beggin' Becky ta get me a fridge." He popped the cap off of an Orange Fizzie, took a swig, and placed his thumb over the opening. He headed for the cockpit while shaking the bottle vigorously. "Oh, Auto, you've been working too hard. It's time you cooled off." Removing his thumb from the bottle's lip, he sprayed soda all over the robot.

The Auto Aviator sparked and shorted out. With a loud BANG, its arms blew off. The remainder of the body collapsed in the seat - an useless hunk of metal.

"Barbarian!" Martin Torque growled, seizing Baloo's nose and ear in his frustrated fury.

"Quiet, Professor, let a _real_ pilot handle this." Khan forcefully shoved Torque into the cargo hold.

Baloo saluted Khan and hopped into the co-pilot's seat.

Outside, a swarm of CT-37s surrounded Shere Khan's plane.

"Hmm...that ugly pilot machine looks like Baloo," Don Karnage mused over the radio.

Baloo dove the plane sharply and maneuvered sideways between two closely set mountains. Guns blazing, a few foolish air pirates tried to follow, but ended up crashing into the mountains. The ones that crashed had to bail out of their smashed-up planes.

Mad Dog, Karnage's right wing-man, whined over the radio, "Funny, he also flies like Baloo."

"Attack!" Karnage commanded the remaining pirates.

Two pirates tried to follow as Baloo rolled the plane and skimmed the side of a mountain. However, they smashed their planes into the mountain.

"No, no, no! Shoot the bear, not your own disgusting selves!" Airplane parts from the pirates' smashed planes rained down around him. Karnage was bonked in the head by a tailpipe. That was the last straw. It was painfully obvious that they had lost the dogfight. "My wonderfully brilliant mind tells me it may be time for a strategic withdrawal."

"Say what?" Mad Dog whined. He was the only pirate besides Karnage whose airplane was still intact.

"Run away!" Karnage answered.

While the pirates made their hasty retreat, Baloo leveled the plane out.

"That was more than adequate," Khan said.

"Thanks, Khanny, ya oughtta see me when I'm _really_ adequate." Baloo grinned.

Khan raised an eyebrow at the pilot's inappropriate statement. "Yes, I can imagine. Excuse me a moment." He stalked back into the cargo hold to where Torque was cowering in a corner with his arms shielding his head. "You have disappointed me, Professor. Worse, you have _deceived_ me. But I have a solution."

"You...you have?" Torque stuttered, peeking between his fingers.

"You give me all my money back, and I'll return all of your cretinous contraptions." He picked the professor up by the lapels of his suit and dangled him out of the cargo hold door, giving Torque a discomfiting view of the landscape far, far below. "Tell me, how does that sound?"

"Sounds fair! Sounds fair!" Martin Torque agreed quickly.

_**Louie's Place  
The Next Afternoon**_

The usual group of pilots were crowded around Louie's bar, listening intently to Baloo's story about his previous day's encounter with the air pirates.

"Yeah, I showed them pirates a thing or two or three. There I was...six, no _seven_ pirates zoomin' in. Machine guns blazin'! Bullets rippin' through the cockpit. It was up to me to save Khan. So, I take down that robot an' take over the controls. Visibility is less than zero. Can barely make out the mountains by the lightnin' flashes. I zig right. I zag left. I do a reverse Immelman/pretzel twist combo around the treacherous terrain. The pirates crash one by one into the mountains. Ha! Ha! Ol' Karny took off like a dog with his tail between his legs."

Louie sighed dramatically. "Does this mean that we'll hafta hear this story forty-seven more times, cuz? Don't know if I can handle it."

"Hey!"

The pilots laughed at the big bear's crestfallen expression. A couple of freelancers clapped Baloo on the back. Even Khan's pilots gave Baloo friendly smiles.

Over the radio, Dog Rather began discussing the Auto Aviator and the recent turn of events. Finally, the reporter said the words they were longing to hear: "Dateline Cape Suzette. Khan Industries has reported that it has junked all its robots. Pilots are to return back to work."

A collective cheer went up from the pilots.

Louie handed the big bear a photograph. "Baloo, would you do the honors?"

"Don't mind if I do." Baloo ripped the Auto Aviator's picture from the Wall of Fame and tacked his own picture up.

Beaming with pride, Kit hugged Baloo. His Papa Bear was the best pilot in the world again as it should be. "I just remembered. You never said where Professor Torque ended up."

Baloo shrugged. "Gone back to the drawin' board, I guess."

_**Thembria**_

A howling, sub-zero wind whipped a blizzard into Martin Torque's face as he stood, shivering, on a railway station platform, miles from anywhere. He had lost all feeling in his extremities hours ago. Behind him were the Auto Aviators, now dressed in pink frilly caps and aprons. They had been reprogrammed to perform household chores.

A woolly musk oxen, its grey fur encrusted with snow, pulled a hay wagon. It stopped before the station. Several warthogs slid off of the hay to the ground. With a loud snort, the ox took off for the next station.

With chattering teeth, Martin Torque began his sales pitch. He had to make this one count. The 'train' only passed by once every five hours. "Yes, ladies, it's the amazing new Mechano Maid. They'll sweep, clean..." an Auto Aviator bonked him on the head with a broom; "thaw your oven."

One woman stopped for a few seconds, then moved on quickly. It was too cold to stand there for very long, and she didn't have any money to spend on worthless robots anyway.

"Step right up. Please?" Martin Torque begged as the woman walked away. He was left alone on the cold station platform with his unfeeling robots for company.

The End


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